NOTICE TO CONVENE THE ANNUAL GENERAL MEETING
To the shareholders of Nordic Shipholding A/S (CVR no. 76 35 17 16)
The annual general meeting of Nordic Shipholding A/S will be held on
Tuesday, 12 April 2016, at 10:30 a.m. (CEST)
PricewaterhouseCoopers, Strandvejen 44, DK-2900 Hellerup.
Agenda:
- Board of Director’s report on the financial year 2015
- Presentation of the annual report 2015 for adoption and grant of discharge to members of the Board of Directors and Executive Management
- Resolution on the application of the result of the year
- Approval of the remuneration of the Board of Directors for 2016
- Election of members to the Board of Directors
- Appointment of auditors
-
Proposals from the Board of Directors
- Resolution to make certain editorial amendments to the articles of association in order to reflect new terminology and expiration of the authorisation to issue warrants
- Resolution to authorise the Board of Directors to let the Company acquire treasury shares
- Authorisation of the chairman of the annual general meeting
- Any other business
- Deletion of articles 4a, 4c and 4cc, including exhibit 1 as the authorisation and the warrant program included in exhibit 1 has expired or will expire as of April 2016
- Deletion of articles 4b and 5 to reflect previous editorial changes. As a consequence hereof, consecutive numbering is updated in the articles of association.
Complete proposals
Item 1 – Board of Directors’ report on the financial year 2015
The Board of Directors’ report on the financial year 2015 will be presented at the annual general meeting.
Item 2 – Presentation of the annual report 2015 for adoption and grant of discharge to members of the Board of Directors and Executive Management
The Board of Directors proposes that the general meeting adopts the Company’s annual report for 2015, including the remuneration paid to the Board of Directors for 2015 and grant of discharge to members of the Board of Directors and Executive Management.
The Board of Directors proposes that discharge be granted to the Board of Directors and the Executive Management in respect of the annual report for 2015.
Item 3 – Resolution on the application of the result of the year
The Board of Directors proposes that the general meeting approves the Board of Directors’ proposal on application of the result of the year as stated in the Company’s annual report for 2015 and that the profit for the year consequently be carried forward to the next financial year.
Item 4 – Approval of the remuneration of the Board of Directors for 2016
The Board of Directors proposes that the general meeting approves the following remuneration of the members of the Board of Directors for the financial year 2016 (unchanged from 2015):
Chairman of the Board of Directors: DKK 350,000
Other members of the Board of Directors: DKK 175,000, as no remuneration will be paid to the board members Jon Lewis, Philip Clausius and Kanak Kapur.
Item 5 – Election of members to the Board of Directors
The Board of Directors proposes re-election of Knud Pontoppidan, Kristian Mørch, Jon Lewis, Philip Clausius and Kanak Kapur to the Board of Directors.
A description of the background of and offices held by each candidate proposed for election by the Board of Directors are enclosed as appendix 1 and are also available at the Company’s website, www.nordicshipholding.com.
Item 6 – Appointment of auditors
The Board of Directors proposes re-election of the Company’s current auditor, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab.
Item 7 – Proposals from the Board of Directors
Item 7.a - Resolution to make certain editorial amendments of the articles of association to reflect new terminology and expiration of the authorisation to issue warrants
The Board of Directors proposes to make the following editorial amendments of the articles of association to reflect new terminology and expiration of the authorisation to issue warrants:
A draft version of the articles of association with the amendments proposed by the Board of Directors may be found at the Company’s website, www.nordicshipholding.com.
Item 7.b – Resolution to authorise the Board of Directors to let the Company acquire treasury shares
The Board of Directors proposes that the general meeting authorises the Board of Directors to let the Company acquire or enter into agreements to acquire up to 20% of the Company’s share capital at a price equal to the share price quoted at the time of acquisition or entry into the agreement, as applicable, with a deviation of up to 10%. The authorisation will be effective until 12 April 2021.
Item 8 – Authorisation of the chairman of the annual general meeting
The Board of Directors proposes that the general meeting authorises the chairman of the annual general meeting, with a right of substitution, to file the resolutions adopted with the Danish Business Authority and to make any such amendments as the Danish Business Authority may require in order to register or approve the resolutions adopted.
Adoption requirements
To adopt the proposals under agenda item 7a regarding amendments to the articles of association, the proposal must be adopted by no less than 2/3 of the votes cast and of the share capital represented at the general meeting. The remaining proposals may be adopted by a simple majority of votes.
Share capital and shareholders’ voting rights
The Company’s share capital amounts to nominally DKK 40,615,840.30 divided into 406,158,403 shares of nominally DKK 0.10. Each share of nominally DKK 0.10 carries one vote.
The record date is Tuesday, 5 April 2016.
Shareholders holding shares in the Company on the record date, have the right to participate in and vote at the general meeting. The shares held by the shareholder are calculated on the record date on the basis of entries in the share register and notifications of ownership received by the Company for the purpose of entering into the share register. Furthermore, participation is conditional upon the shareholder obtaining an admission card in time as described below.
Admission cards
Shareholders wishing to participate in the annual general meeting must request an admission card. Admission cards may be obtained through VP Investor Services A/S’ website, www.vp.dk/agm. Furthermore, admission cards may be obtained by contacting VP Investor Services A/S, by telephone +45 43 58 88 66, by fax +45 43 58 88 67, by e-mail: vpinvestor@vp.dk, or by written enquiry to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, by using the form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com.
Requests for admission cards must be submitted so they are received by the VP Investor Services A/S no later than Friday, 8 April 2016.
Proxy
Shareholders unable to attend the annual general meeting may issue a proxy to the board of directors or a third party. Proxies may be granted electronically at VP Investor Services A/S’ website, www.vp.dk/agm. Furthermore, a proxy may be granted in writing by using the proxy form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, by fax +45 43 58 88 67 or e-mail vpinvestor@vp.dk.
Proxies must be must be submitted so they are received by the VP Investor Services A/S no later than Friday, 8 April 2016.
Postal voting
Shareholders unable to attend the annual general meeting may submit their votes by correspondence (i.e. postal vote). Postal votes may be submitted electronically via VP Investor Services A/S’ website www.vp.dk/agm. Furthermore, a postal vote may be submitted in writing by using the postal vote form available for download on Nordic Shipholding A/S’ website, www.nordicshipholding.com. The signed postal vote form may be submitted to VP Investor Services A/S, at Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, by fax +45 43 58 88 67 or e-mail: vpinvestor@vp.dk.
Postal votes must be submitted so they are received by the VP Investor Services A/S no later than Monday, 11 April 2016, at 12 noon (CEST).
Additional information
Until and including the day of the annual general meeting, additional information regarding the annual general meeting will be available on the Company’s website, www.nordicshipholding.com, including the notice with agenda, the complete proposals with appendix 1, draft articles of associations with the Board of Directors’ proposed amendments, the annual report for 2015 and information on the total number of shares and voting rights on the date of the notice to convene.
Questions from the shareholders prior to the Annual General Meeting
Shareholders may ask questions to the agenda or to documents, etc. to be used at the annual general meeting either by submitting such questions by ordinary mail to Nordic Shipholding A/S, Sundkrogsgade 19, 2., DK-2100 Copenhagen Ø, or by e-mail: info@nordicshipholding.com. Any such questions should be submitted so they are received by the Company no later than Monday, 11 April 2016.
Refreshments
Coffee, tea and water will be served at the annual general meeting.
Directions
PwC may be reached by car or by bus. Please note that availability of parking spaces in the surrounding streets is limited. The nearest parking garage may be found at Waterfront Shopping, Tuborg Havnevej 4-8, DK-2900 Hellerup (3 hours free parking). Public transportation to the annual general meeting is possible with bus (line 1A).
Copenhagen, 21 March 2016
Board of Directors
